Cancellation of business registration Corporate Name:

 When closing a business in the Philippines, we  Letter request signed by the authorized
have to formally close the business in the signatory (Board Resolution for the authorized
government agencies where it is registered. We signatory)
have to notify those offices and comply with  Board resolution/partnership agreement for the
their requirements to get a clearance or cancellation of the registered business name
certificate of termination (cancellation of stating that the Corporation/Partnership is
registration) of our business. Thus, a business retiring from business; surrendering the
owner has to ensure that his or her business is business name certificate for cancellation and
cleared in every government agency it is that at the time of closure of establishment the
registered business has no outstanding financial
obligation, or a certified copy of the Certificate
Do we still need to inform DTI when we close our of Dissolution (if applicable)
business?  Original copy of the business name certificate
and the duplicate copy of the application form
Yes, you have to apply for cancellation of your (Affidavit of loss if either the business name
registered business name (BN). certificate and/or the duplicate copy of the
application form was lost)
What are the requirements for Voluntary Cancellation
(by the Sole Proprietor)? Adopted Name:

 Letter request signed by the owner  Letter request signed by the authorized
 Affidavit of cancellation of the registered BN, signatory (Board Resolution for the authorized
stating the reason/s for the cancellation and signatory)
that the registered owner has no outstanding  Board Resolution/Partnership agreement for
financial obligation at the time of closure of the cancellation of the registered business
establishment name, stating the reason/s for the cancellation
 Original copy of the BN certificate and the that the corporation/partnership has no
duplicate copy of the application form (affidavit outstanding financial obligation at the time of
of loss if either the business name certificate closure in connection with the operation of the
and/or the duplicate copy of the application said business and if there were creditors copy of
form was lost) notice to them
 Original copy of the business name certificate
What are the requirements for Voluntary Cancellation and the duplicate copy of the application form
(by the Corporation/Partners)? (Affidavit of loss if either the business name
certificate and/or the duplicate copy of the
application form was lost)
If dissolved at the Securities and Exchange Commission
 Local Gov’t – City Hall
(SEC),
Procedures on closing a business may vary between
 Letter request signed by the authorized
LGUs.
signatory (Board Resolution for the authorized
signatory)
 Certified photocopy of the SEC certificates of General Requirements:
dissolution of the corporation/partnership
 Original copy of the business name certificate of  Mayor's Permit
registration and the duplicate copy of the  Financial Statement/ ITR
application form. (Affidavit of loss if either the  Sketch
business name certificate and/or the duplicate  Latest Payment
copy of the application form was lost)  Closing a business at DOLE
 If BN Registration Only  If your business has employees or was required
to be registered with the DOLE, you also have to
ensure that you notify the DOLE office and
 comply with the labor requirements to avoid  For corporations and partnerships, they cannot
labor relation liabilities. The following are the process closure of business with the SEC if they
basic requirements in closing a business and be are not yet done in securing tax clearance from
cleared at the DOLE office: the BIR and endorsements or certificate of
registration cancellation from other
• Service of a written notice to the employees and the government offices, if applicable. Thus, even
DOLE at least one (1) month before the intended date though the business is already non-operating, it
of closure/cessation still remains as a registered business. Though,
the business owners, partners, or shareholders
• The closure or cessation of business operations is can already start the liquidation process of its
bona fide in character. assets, subject to applicable taxes.
 For corporations, corporate dissolution can be
• Payment to the employees of termination pay voluntary or involuntary. In this discussion, we
amounting to at least one-half (1/2) month pay for assume that we are voluntarily dissolving a
every year of service, or one (1) month pay whichever is corporation. Moreover, voluntary dissolution of
higher, per Philippine Labor Code mandate. a corporation may have different procedures,
depending on whether the dissolution will
Closing a business at the BIR affect creditors or not. One way to voluntarily
dissolve a corporation with the SEC is by
 The process of business cessation at the BIR is shortening its corporate term. The following are
perhaps the most tedious one among others. the requirements for corporate dissolution by
And if you have unpaid tax liabilities or shortening its term.
delinquencies due to the government, the
process could even get more problematic. Secreatry’s Cert. To Open Bank Account
Among the government offices, where your
business is registered, the BIR is the one which  Valid Resolution by the BOD
records and monitors your internal revenue  Notarized
taxes, such as income and business taxes (Value
Added Tax or Percentage Tax). And to formally
close and clear your business with the BIR, the
bureau has to ensure that you have already
paid all your tax obligations.
 BIR Form 1905 (Application for Registration
Information Update) is the tax form used in
applying for closure of a business. The following
are the requirements and procedures for
closure of business at the BIR.

Documentary Requirements

1) Letter of request stating reason for termination of